UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q/A

(Mark One)

   X           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2001

                                       or

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

   For the transition period from ____________ to ______________

                         Commission File Number: 0-31093

                             VINA TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

     Delaware                                               77-0432782
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)


                      39745 Eureka Drive, Newark, CA 94560
                    (Address of principal executive offices)

                                 (510) 492-0800
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes X No

The number of outstanding shares of the registrant's  Common Stock,  $0.0001 par
value, was 36,825,676 as of March 31, 2001.


<PAGE>


                                EXPLANATORY NOTE


This Form 10-Q/A is being filed solely for the purpose of amending  Part I, Item
1 in our  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31, 2001
which was filed with the  Commission on May 14, 2001, to correct an error in the
computation  of basic and diluted net loss per share for the three  months ended
March 31, 2001. Item 1 of our Form 10-Q for the quarterly period ended March 31,
2001 is hereby revised and restated in its entirety as follows.


<PAGE>





PART I:  FINANCIAL INFORMATION
Item 1   Condensed Consolidated Financial Statements

                             VINA TECHNOLOGIES, INC.
                      Condensed Consolidated Balance Sheets
               (in thousands, except share and per share amounts)
                                   (unaudited)
<TABLE>

<CAPTION>

                                                                                 December 31,  March 31,
                                                                                    2000         2001
                                                                                    ----         ----
ASSETS
Current assets:

<S>                                                                              <C>          <C>
  Cash and cash equivalents ..................................................   $   7,740    $  10,845
  Short-term investments .....................................................      36,759       24,625
  Accounts receivable, net ...................................................       5,243        7,133
  Inventories ................................................................       1,973        1,687
  Prepaid expenses and other .................................................       2,649        1,910
                                                                                 ---------    ---------
      Total current assets ...................................................      54,364       46,200
Property and equipment, net ..................................................       4,096        4,967
Other assets .................................................................          76          211
Acquired intangibles, net ....................................................          --        4,804
Goodwill, net ................................................................          --       34,680
                                                                                 ---------    ---------
      Total assets ...........................................................   $  58,536    $  90,862
                                                                                 =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable ...........................................................   $   8,536    $   9,230
  Accrued compensation and related benefits ..................................       2,588        1,523
  Accrued warranty ...........................................................         686          718
  Other current liabilities ..................................................       1,897        3,999
                                                                                 ---------    ---------
      Total current liabilities ..............................................      13,707       15,470
Deferred income taxes ........................................................          --        1,966
                                                                                 ---------    ---------
    Total liabilities ........................................................      13,707       17,436
                                                                                 ---------    ---------

Stockholders' equity:
  Convertible preferred stock; $0.0001 par value; 5,000,000 shares authorized:
    none issued and outstanding ..............................................          --           --
  Common stock; $0.0001 par value; 125,000,000 shares
    authorized;
    shares outstanding: 2000, 32,546,845; 2001, 36,825,676 ...................           3            4
   Additional paid-in capital ................................................     144,708      185,769
  Deferred stock compensation ................................................     (26,386)     (20,327)
  Accumulated other comprehensive income .....................................          48          100
  Accumulated deficit ........................................................     (73,544)     (92,120)
                                                                                 ---------    ---------
      Total stockholders' equity .............................................      44,829       73,426
                                                                                 ---------    ---------
      Total liabilities and stockholders' equity .............................   $  58,536    $  90,862
                                                                                 =========    =========
</TABLE>


            See notes to condensed consolidated financial statements




<PAGE>



                             VINA TECHNOLOGIES, INC.
                 Condensed Consolidated Statements of Operations
                    (in thousands, except per share amounts)
                                   (unaudited)

<TABLE>

<CAPTION>


                                                                        Three Months Ended
                                                                            March 31,
                                                                        2000         2001
                                                                        ----         ----


<S>                                                                   <C>          <C>
Net revenue ......................................................... $  5,187     $ 11,029
Cost of revenue
  (excluding stock-based compensation) ...............................   3,239        8,246
                                                                      --------     --------
Gross profit
  (excluding stock-based compensation) ...............................   1,948        2,783
                                                                      --------     --------
Costs and expenses:
 Research and development
  (excluding stock-based compensation) ...............................   2,505        4,705
 Selling, general and administrative
  (excluding stock-based compensation) ...............................   3,721        6,511
 Stock-based compensation* ...........................................   3,653        4,844
 In-process research and development .................................      --        5,081
 Amortization of intangible assets ...................................      --          830
                                                                      --------     --------
 Total costs and expenses ...........................................    9,879       21,971
                                                                      --------     --------
Loss from operations ................................................   (7,931)     (19,188)
Interest income, net ................................................      126          612
                                                                      --------     --------
Net loss ............................................................ ($ 7,805)    ($18,576)
                                                                      ========     ========

Net loss per share, basic and diluted ...............................  ($ 1.12)      ($0.57) **
                                                                      ========     ========
Shares used in computation basic and diluted ........................    6,957       32,783  **
                                                                      ========     ========


---------------------------
*Stock-based compensation:
 Cost of revenue ....................................................  $   154     $    359
 Research and development ...........................................    1,160        1,589
 Selling, general and administrative ................................    2,339        2,896
                                                                      --------     --------
                                                                       $ 3,653     $  4,844
                                                                      ========     ========
** As revised - see Note 3.
</TABLE>






            See notes to condensed consolidated financial statements


<PAGE>





                             VINA TECHNOLOGIES, INC.
                 Condensed Consolidated Statements Of Cash Flows
                                 (in thousands)
                                   (unaudited)

<TABLE>

<CAPTION>

                                                                              Three Months Ended
                                                                                    March 31,
                                                                                    ---------
                                                                                 2000       2001
                                                                                 ----       ----
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                           <C>         <C>
  Net loss ................................................................   $ (7,805)   $(18,576)
  Reconciliation of net loss to net cash used in operating
    activities:
    Depreciation and amortization .........................................        204       1,446
    Stock-based compensation ..............................................      3,653       4,844
    In-process research and development ...................................         --       5,081
    Provision for inventory order commitment ..............................         --       1,800
  Changes in operating assets and liabilities:
    Accounts receivable ...................................................       (743)     (1,884)
    Inventories ...........................................................          6         630
    Prepaid expenses and other ............................................       (139)      1,222
    Other assets ..........................................................       (100)        (75)
    Accounts payable ......................................................       (218)        138
    Accrued compensation and related benefits .............................         32      (1,609)
    Accrued warranty ......................................................         34          32
    Other current liabilities .............................................         82        (607)
                                                                              --------    --------
     Net cash used in operating activities ................................     (4,994)     (7,558)
                                                                              --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment .....................................       (532)       (948)
  Acquisition of business, net of cash acquired ...........................         --        (454)
  Purchases of short-term investments .....................................    (12,642)       (550)
  Proceeds from sales/maturities of short-term investments ................         --      12,394
                                                                              --------    --------
     Net cash provided by (used in) investing activities ..................    (13,174)     10,442
                                                                              --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from sale of convertible preferred stock ...................     23,821          --
  Proceeds from sale of common stock ......................................        894         721
  Repurchase of common stock ..............................................        (70)       (500)
  Proceeds from issuance of long-term debt ................................         --          --
  Repayments on long-term debt ............................................       (130)         --
                                                                              --------    --------
     Net cash provided by financing activities ............................     24,515         221
                                                                              --------    --------

NET CHANGE IN CASH AND CASH EQUIVALENTS ...................................      6,347       3,105

CASH AND CASH EQUIVALENTS, Beginning of period ............................      2,568       7,740
                                                                              --------    --------
CASH AND CASH EQUIVALENTS, End of period ..................................   $  8,915    $ 10,845
                                                                              ========    ========

</TABLE>

            See notes to condensed consolidated financial statements

<PAGE>





                             VINA TECHNOLOGIES, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)

1. Unaudited Interim Financial Information

Business - VINA  Technologies,  Inc. (the Company),  incorporated  in June 1996,
designs,   develops,   markets   and   sells   multiservice   broadband   access
communications  equipment that enables  telecommunications  service providers to
deliver  bundled voice and data services.  The Company has incurred  significant
losses since  inception and expects that net losses and negative cash flows from
operations will continue for the foreseeable future.

Basis of Presentation - The condensed  consolidated financial statements include
the accounts of VINA Technologies,  Inc. and its wholly owned subsidiaries.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.  The interim accompanying  financial information is unaudited and
has been prepared in accordance with generally  accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  it does not  include  all of the
information and notes required by generally accepted  accounting  principles for
annual  financial  statements.  In the  opinion of  management,  such  unaudited
information  includes  all  adjustments  (consisting  only of  normal  recurring
adjustments)  necessary  for a fair  presentation  of the  interim  information.
Operating  results for the three months ended March 31, 2001 are not necessarily
indicative of the results that may be expected for the year ending  December 31,
2001. For further information, refer to VINA's reports filed with the Securities
and Exchange  Commission,  including its Annual Report on Form 10-K for the year
ended December 31, 2000.

Comprehensive loss for the three months ended March 31, 2000 was the same as net
loss.  Comprehensive  loss  for the  three  months  ended  March  31,  2001  was
$18,524,000,  and includes net loss as well as $52,000 of net unrealized gain on
available for sale investments.

New Accounting  Standard - On January 1, 2001, the Company adopted  Statement of
Financial  Accounting  Standards  (SFAS) No.  133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities."  SFAS No.  133,  as amended,  establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts,  and for hedging activities.
Under  SFAS  No.  133,  certain  contracts  that  were not  formerly  considered
derivatives may now meet the definition of a derivative.  The Company  generally
does not utilize  derivative  instruments for any purpose and at January 1, 2001
had identified no such instruments.  Therefore, the adoption of SFAS No. 133 had
no  impact  on  the  Company's  consolidated  financial  position,   results  of
operations  or  cash  flows.  If in  the  future  the  Company  had  significant
derivative instruments the Company would ensure that policies and procedures are
put in place to comply with SFAS No. 133.

2. INVENTORIES


   Inventories consist of the following (in thousands):

                                             December 31,      March 31,
                                                2000             2001
                                                ----             ----


       Raw materials and subassemblies.....   $ 1,034         $   871
       Finished goods......................       939             816
                                              -------         -------
       Inventories.........................   $ 1,973         $ 1,687
                                              =======         =======


<PAGE>





3. NET LOSS PER SHARE

The following is a calculation of the denominators used for the basic and
diluted net loss per share computations (in thousands):

                                                 Three months ended
                                                      March 31,
                                                 ------------------
                                                  2000         2001
                                                  ----         ----


  Weighted average common shares outstanding...  9,585       34,173
  Weighted average common shares outstanding
    subject to repurchase...................... (2,628)      (1,390)
                                                ------       ------

Shares used in computation, basic and diluted.   6,957       32,783
                                                ======       ======

During all periods presented, the Company had securities outstanding which could
potentially  dilute basic earnings per share in the future, but were excluded in
the computation of diluted EPS in such periods,  as their effect would have been
antidilutive due to the net loss reported in such periods.


Subsequent to the filing of the Company's  Form 10-Q for the quarter ended March
31, 2001,  management determined that the number of shares used to compute basic
and diluted net loss per share for the quarter ended March 31, 2001 was computed
incorrectly.  Previously  reported net loss per share of $(0.60) for that period
has been revised to $(0.57).


4. ACQUISITION

On  February  27,  2001,  the  Company  completed  the  acquisition  of Woodwind
Communications  Systems,  Inc.  (Woodwind),  a provider of  voice-over-broadband
network edge access solutions,  based in Germantown,  Maryland.  The acquisition
was accounted for as a purchase in accordance with Accounting  Principles  Board
Opinion No. 16. Under the terms of the merger  agreement,  the Company  acquired
all  outstanding  capital  stock of Woodwind by paying $7.5  million in cash and
issuing  approximately  4.15 million shares of Company common stock. The Company
assumed  Woodwind's  outstanding  stock  options,  which,  if fully  vested  and
exercised,  would  result in the  issuance of an  additional  approximately  1.1
million  shares of the Company's  common stock.  The total  purchase price as of
February 27, 2001 has been  preliminarily  allocated to the assets  acquired and
liabilities  assumed  based on their  respective  fair  values  as  follows  (in
thousands):

Total purchase price:
    Cash Consideration          $ 7,500
    Common Stock                 39,465
    Options Assumed               2,591
    Acquisition Expenses            601
                                -------
                                $50,157
                                =======

Purchase Price Allocation:
    Fair market value of net tangible
    assets acquired at
    February 27, 2001           $  6,728
                                            Economic
                                              Life
                                              ----
Intangible assets acquired:
  Workforce-In-Place               1,236       3
  Tradename                          346       4
  Core technology                  3,022       4
  Current technology                 310       4
  In-process technology            5,081
  Goodwill                        35,400       4
  Deferred tax liabilities        (1,966)
                                 -------
                                 $50,157
                                 =======

VINA recorded a one-time charge of $5.1 million in the first quarter of 2001 for
purchased  in-process  technology  related to development  projects that had not
reached technological feasibility,  had no alternative future use, and for which
successful  development  was  uncertain.  The  conclusion  that  the  in-process
development effort, or any material sub-component, had no alternative future use
was reached in consultation with VINA and Woodwind managements.

<PAGE>

The  development  projects,  both the  ClariNet  and the  Piccolo  are  software
intensive network edge products.  Both projects are based on the same integrated
access gateway ("IAG") platform. ClariNet is capable of providing end users with
Centrex  like  features  and can  operate  as a PBX  replacement.  In  addition,
ClariNet  scales in  multiples  of 4, to a total of 12 voice  lines,  and can be
stacked to provide coverage to 24 standard voice lines.  Piccolo is a lower cost
alternative  aimed at offices  that do not need a robust  feature set for future
expansion and provides  eight voice ports and one 10/100 Mbps Ethernet port, but
retains  the   distributed   central  office   architecture   of  the  ClariNet.
Additionally,  the  Company is in the  process of  enhancing  the  ClariNet  and
Piccolo  products  with next  generation  software  that would give the products
voice over internet protocol ("VoIP")  capabilities as well as ATM enhancements,
enhanced reliability and new features.  Development of ClariNet and Piccolo will
utilize the same software platform. At the time of acquisition,  estimated costs
to complete the  development  of both  products was expected to be an additional
$1.1 million.  Management  expects that  products  being  developed  will become
available for sale in fiscal 2001;  however,  no assurances  can be given.  VINA
will begin to benefit from the  acquired  research  and  development  related to
these products once it begins shipping. Costs incurred on the projects after the
acquisition date through March 31, 2001 are approximately  $250,000.  Failure to
reach successful  completion of these projects could result in impairment of the
associated  capitalized  intangible  assets  and could  require  the  Company to
accelerate the time period over which the intangibles are being amortized, which
could  have a  material  adverse  effect on the  Company's  business,  financial
condition or results of operations.

Significant  assumptions  have been used to  determine  the value of  in-process
technology,  including the following.  First, an income approach that focuses on
the income producing capability of the acquired technology,  and best represents
the present value of the future  economic  benefits  which we expected to derive
from them. Second, we forecast net cash flows that we expected might result from
the development effort, using projections prepared by VINA's management.  Third,
a discount rate of 25% was used, based upon the estimated  weighted average rate
of  return  for  Woodwind,  which is  consistent  with the  implied  transaction
discount rate.  Fourth, we added a premium of 35% for the in-process  technology
to reflect the additional risk of the in-process technology.

In accordance with Financial  Accounting  Standards Board Interpretation No. 44,
"Accounting for Certain Transactions  involving Stock Compensation," the Company
recorded the intrinsic value, measured as the difference between the grant price
and fair market value on the acquisition  consummation date, of unvested options
assumed in the acquisition as deferred stock  compensation.  Such deferred stock
compensation,  which aggregated $588,000, is recorded as a separate component of
stockholders'  equity and will be  amortized  over the  vesting  term of related
options.  For the quarter ended March 31, 2001, $14,000 of compensation  expense
related to these awards was recorded in the accompanying  condensed consolidated
statement of operations.

Pro Forma Financial Results

The following  selected  unaudited pro forma combined  results of operations for
the three months  ended March 31, 2000 and 2001 of VINA and  Woodwind  have been
prepared assuming that the acquisitions occurred at the beginning of the periods
presented.  The following pro forma  financial  information  is not  necessarily
indicative  of the results  that would have  occurred had the  acquisition  been
completed  at the  beginning of the period  indicated  nor is it  indicative  of
future operating results (in thousands, except per share data):


<PAGE>



                                                        Three Months Ended
                                                            March 31,
                                                       2000           2001
                                                       ----           ----
Net revenue                                           $ 5,235        $11,031
Net loss                                             ($11,534)      ($18,246)
Net loss per share                                     ($1.04)        ($0.51) **
Shares used in calculation of net loss per share       11,106         35,457  **

** As revised - see Note 3.

The pro  forma  results  of  operations  give  effect  to  certain  adjustments,
including  amortization  of purchased  intangibles,  goodwill and deferred stock
compensation  associated  with the  acquisition.  The $5.1  million  charge  for
purchased  in-process  research and  development  has been excluded from the pro
forma results, as it is a material non-recurring charge.





<PAGE>





                                   Signatures

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    VINA TECHNOLOGIES, INC.


Date:  August 9, 2001          By:      /s/ Steven M. Bauman
                                 ----------------------------------
                                   Steven M. Bauman
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)




Date:  August 9, 2001          By:    /s/ Stanley E. Kazmierczak
                                 ----------------------------------
                                   Stanley E. Kazmierczak
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)